Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Incorporate by Reference The Nasdaq Stock Market LLC's Consolidated Audit Trail Rules Into the Rules of Nasdaq Phlx, 18358-18360 [2018-08727]
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18358
Federal Register / Vol. 83, No. 81 / Thursday, April 26, 2018 / Notices
SECURITIES AND EXCHANGE
COMMISSION
Proposed Collection; Comment
Request
Upon Written Request Copies Available
From: U.S. Securities and Exchange
Commission, Office of FOIA Services,
100 F Street NE, Washington, DC
20549–2736.
amozie on DSK30RV082PROD with NOTICES
Extension:
Rule 15c2–12, SEC File No. 270–330, OMB
Control No. 3235–0372.
Notice is hereby given that pursuant
to the Paperwork Reduction Act of 1995
(‘‘PRA’’) (44 U.S.C. 3501 et seq.), the
Securities and Exchange Commission
(‘‘Commission’’) is soliciting comments
on the existing collection of information
provided for in Rule 15c2–12—
Municipal Securities Disclosure (17 CFR
240.15c2–12) under the Securities
Exchange Act of 1934 (15 U.S.C. 78a et
seq.) (‘‘Exchange Act’’). The
Commission plans to submit this
existing collection of information to the
Office of Management and Budget
(‘‘OMB’’) for extension and approval.
Paragraph (b) of Rule 15c2–12
requires underwriters of municipal
securities: (1) To obtain and review an
official statement ‘‘deemed final’’ by an
issuer of the securities, except for the
omission of specified information prior
to making a bid, purchase, offer, or sale
of municipal securities; (2) in noncompetitively bid offerings, to send,
upon request, a copy of the most recent
preliminary official statement (if one
exists) to potential customers; (3) to
contract with the issuer to receive,
within a specified time, sufficient
copies of the final official statement to
comply with Rule 15c2–12’s delivery
requirement and the rules of the
Municipal Securities Rulemaking Board
(‘‘MSRB’’); (4) to send, upon request, a
copy of the final official statement to
potential customers for a specified
period of time; and (5) before
purchasing or selling municipal
securities in connection with an
offering, to reasonably determine that
the issuer or the obligated person has
undertaken, in a written agreement or
contract, for the benefit of holders of
such municipal securities, to provide
certain information on a continuing
basis to the MSRB in an electronic
format as prescribed by the MSRB. The
information to be provided consists of:
(1) Certain annual financial and
operating information and audited
financial statements (‘‘annual filings’’);
(2) notices of the occurrence of any of
14 specific events (‘‘event notices’’); and
(3) notices of the failure of an issuer or
obligated person to make a submission
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required by a continuing disclosure
agreement (‘‘failure to file notices’’).
Rule 15c2–12 is intended to enhance
disclosure in the municipal securities
market, and thereby reduce fraud, by
establishing standards for obtaining,
reviewing and disseminating
information about municipal securities
by their underwriters.
Municipal offerings of less than $1
million are exempt from the rule, as are
offerings of municipal securities issued
in large denominations that are sold to
no more than 35 sophisticated investors
or have short-term maturities.
It is estimated that approximately
20,000 issuers, 250 broker-dealers and
the MSRB will spend a total of 115,248
hours per year complying with Rule
15c2–12. Based on data from the MSRB
through September 2014 and annualized
through December 2014, issuers will
submit approximately 62,596 annual
filings to the MSRB in 2014.
Commission staff estimates that an
issuer will require approximately 45
minutes to prepare and submit annual
filings to the MSRB. Therefore, the total
annual burden on issuers to prepare and
submit 62,596 annual filings to the
MSRB is estimated to be 46,947 hours.
Based on data from the MSRB through
September 2014 and annualized through
December 2014, issuers will submit
approximately 73,480 event notices to
the MSRB in 2014. Commission staff
estimates that an issuer will require
approximately 45 minutes to prepare
and submit event notices to the MSRB.
Therefore, the total annual burden on
issuers to prepare and submit 73,480
event notices to the MSRB is estimated
to be 55,110 hours. Based on data from
the MSRB through September 2014 and
annualized through December 2014,
issuers will submit approximately 7,063
failure to file notices to the MSRB in
2014. Commission staff estimates that
an issuer will require approximately 30
minutes to prepare and submit failure to
file notices to the MSRB. Therefore, the
total annual burden on issuers to
prepare and submit 7,063 failure to file
notices to the MSRB is estimated to be
3,531 hours. Commission staff estimates
that the total annual burden on brokerdealers to comply with Rule 15c2–12 is
300 hours. Finally, Commission staff
estimates that the MSRB will incur an
annual burden of 9,360 hours to collect,
index, store, retrieve and make available
the pertinent documents under Rule
15c2–12.
Based on data provided by the MSRB,
the Commission estimates that up to
65% of issuers may use designated
agents to submit some or all of their
continuing disclosure documents to the
MSRB. The Commission estimates that
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the average total annual cost that may be
incurred by issuers that use the services
of a designated agent will be
$9,750,000.1
Written comments are invited on: (a)
Whether the proposed collection of
information is necessary for the proper
performance of the functions of the
Commission, including whether the
information shall have practical utility;
(b) the accuracy of the Commission’s
estimates of the burden of the proposed
collection of information; (c) ways to
enhance the quality, utility, and clarity
of the information to be collected; and
(d) ways to minimize the burden of the
collection of information on
respondents, including through the use
of automated collection techniques or
other forms of information technology.
Consideration will be given to
comments and suggestions submitted in
writing within 60 days of this
publication.
An agency may not conduct or
sponsor, and a person is not required to
respond to, a collection of information
unless it displays a currently valid OMB
control number.
Please direct your written comments
to: Pamela Dyson, Director/Chief
Information Officer, Securities and
Exchange Commission, c/o Remi PavlikSimon, 100 F Street NE, Washington,
DC 20549, or send an email to: PRA_
Mailbox@sec.gov.
Dated: April 23, 2018.
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–08821 Filed 4–25–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–83077; File No. SR–Phlx–
2018–30]
Self-Regulatory Organizations; Nasdaq
PHLX LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Incorporate by
Reference The Nasdaq Stock Market
LLC’s Consolidated Audit Trail Rules
Into the Rules of Nasdaq Phlx
April 20, 2018.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on April 10,
2018, Nasdaq PHLX LLC (‘‘Phlx’’ or
1 20,000 (number of issuers) × .65 (percentage of
issuers that may use designated agents) × $750
(estimated average annual cost for issuer’s use of
designated agent) = $9,750,000.
1 15 U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
E:\FR\FM\26APN1.SGM
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Federal Register / Vol. 83, No. 81 / Thursday, April 26, 2018 / Notices
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by the Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to incorporate
by reference The Nasdaq Stock Market
LLC’s (‘‘Nasdaq’’) rule at General 7,
entitled ‘‘Consolidated Audit Trail
Compliance’’ into Phlx’s General 7.
The text of the proposed rule change
is available on the Exchange’s website at
https://nasdaqphlx.cchwallstreet.com/,
at the principal office of the Exchange,
and at the Commission’s Public
Reference Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The Exchange proposes to incorporate
by reference Nasdaq’s rule at General 7,
entitled ‘‘Consolidated Audit Trail
Compliance’’ into Phlx’s General 7. The
rule sets are identical.3 Phlx proposes to
remove the current rule text from
General 7 and replace that rule text with
the following text: 4
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The rules contained in The Nasdaq Stock
Market LLC General 7, as such rules may be
3 See Securities Exchange Act Release Nos. 82601
(January 30, 2018), 83 FR 4949 (February 2, 2018)
(SR–Phlx–2018–11); 82604 (January 30, 2018), 83
FR 5154 (February 5, 2018) (SR–NASDAQ–2018–
007); 82597 (January 30, 2018), 83 FR 4942
(February 2, 2018) (SR–BX–2018–007); 82599
(January 30, 2017), 83 FR 4947 (February 2, 2018)
(SR–ISE–2018–09); 82598 (January 30, 2018), 83 FR
4936 (February 2, 2018) (SR–GEMX–2018–02); and
82600 (January 30, 2018), 83 FR 4934 (February 2,
2018) (SR–MRX–2018–03).
4 Phlx shall include a hyperlink to Nasdaq’s
General 7 for ease of reference.
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in effect from time to time (the ‘‘General 7
Rules’’), are hereby incorporated by reference
into this Nasdaq Phlx General 7, and are thus
Nasdaq Phlx Rules and thereby applicable to
Nasdaq Phlx Members. Nasdaq Phlx
Members shall comply with the General 7
Rules as though such rules were fully set
forth herein. All defined terms, including any
variations thereof, contained in the General
7 Rules shall be read to refer to the Nasdaq
Phlx related meaning of such term. Solely by
way of example, and not in limitation or in
exhaustion: The defined term ‘‘Exchange’’ in
the General 7 Rules shall be read to refer to
the Nasdaq Phlx Exchange; the defined term
‘‘Rule’’ in the General 7 Rules shall be read
to refer to the Nasdaq Phlx Rule.
Should any rules which impact
trading behavior be added to the
Consolidated Audit Trail Compliance
Rules in Nasdaq General 7 in the future,
those rules shall not become subject to
the incorporation by reference and shall
be placed elsewhere within Phlx’s
Rulebook. The incorporations by
reference of Nasdaq General 7 into
Phlx’s General 7 Rule are regulatory in
nature.5 The Exchange notes that as a
condition of an exemption, which the
Exchange will request and will need to
be approved by the Commission,6 Phlx
agrees to provide written notice to its
members whenever Nasdaq proposes a
change to its General 7 Rule.7 Such
notice will alert Phlx members to the
proposed Nasdaq rule change and give
them an opportunity to comment on the
proposal. Phlx will similarly inform its
members in writing when the SEC
approves any such proposed change.
Implementation
The Exchange proposes that this rule
change become operative at such time as
it receives approval for an exemption
from the Securities and Exchange
Commission, pursuant to its authority
under Section 36 of the Exchange Act of
5 The
General 7 Rules are categories of rules that
are not trading rules. See 17 CFR 200.30–3(a)(76)
(contemplating such requests). In addition, several
other SROs incorporate by reference certain
regulatory rules of another SRO and have received
from the Commission similar exemptions from
Section 19(b) of the Exchange Act. See e.g.,
Securities Exchange Act Release Nos. 57478 (March
12, 2008), 73 FR 14521 (March 18, 2008), 53128
(January 13, 2006), 71 FR 3550 (January 23, 2006);
49260 (February 17, 2004), 69 FR 8500 (February
24, 2004).
6 The Exchange will request an exemption
pursuant to its authority under Section 36 of the
Exchange Act of 1934 (‘‘Act’’) and Rule 0–12 6
thereunder, from the Section 19(b) rule filing
requirements to separately file a proposed rule
change to amend Phlx General 7.
7 Phlx will provide such notice via a posting on
the same website location where Phlx posts its own
rule filings pursuant to Rule 19b–4 within the
timeframe require by such Rule. The website
posting will include a link to the location on the
Nasdaq website where the applicable proposed rule
change is posted.
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18359
1934 (‘‘Act’’) and Rule 0–12 8
thereunder, from the Section 19(b) rule
filing requirements to separately file a
proposed rule change to amend Phlx
General 7.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,9 in general, and furthers the
objectives of Section 6(b)(5) of the Act,10
in particular, in that it is designed to
promote just and equitable principles of
trade, to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system, and, in general to protect
investors and the public interest, by
consolidating its rules into a single rule
set. The Exchange intends to also file
similar proposed rule changes for the
Nasdaq PHLX LLC; Nasdaq GEMX, LLC;
Nasdaq ISE, LLC; and Nasdaq MRX, LLC
markets so that the General 7 Rules
which govern Consolidated Audit Trail
Compliance are conformed.
Incorporating by reference the Nasdaq
General 7 Rules into the Phlx General 7
Rules will provide an easy reference for
Members seeking to comply with
Consolidated Audit Trail on multiple
markets. As noted, the Exchange intends
to file similar proposed rule changes for
other affiliated markets so that Nasdaq
General 7 is the source document for all
Nasdaq Consolidated Audit Trail rules.
The Exchange notes that the current rule
is not changing and Phlx members will
be required to continue to comply with
the General 7 Rules as though such rules
are fully set forth in Phlx’s Rulebook.
The Exchange desires to conform its
rules and locate those rules within the
same location in each Rulebook to
provide Members the ability to quickly
locate rules.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change will impose
any burden on competition not
necessary or appropriate in furtherance
of the purposes of the Act. The
Exchange believes that this rule change
does not impose an undue burden on
competition because Phlx is merely
incorporating by reference the rules of
Nasdaq’s General 7 into its own
Rulebook. The current General 7 is not
being amended and therefore no
Member is impacted.
8 See 17 CFR 240.0–12; Exchange Act Release No.
39624 (February 5, 1998), 63 FR 8101 (February 18,
1998).
9 15 U.S.C. 78f(b).
10 15 U.S.C. 78f(b)(5).
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18360
Federal Register / Vol. 83, No. 81 / Thursday, April 26, 2018 / Notices
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
No written comments were either
solicited or received.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule
change does not: (i) Significantly affect
the protection of investors or the public
interest; (ii) impose any significant
burden on competition; and (iii) become
operative for 30 days from the date on
which it was filed, or such shorter time
as the Commission may designate, it has
become effective pursuant to Section
19(b)(3)(A)(iii) of the Act 11 and
subparagraph (f)(6) of Rule 19b–4
thereunder.12
At any time within 60 days of the
filing of the proposed rule change, the
Commission summarily may
temporarily suspend such rule change if
it appears to the Commission that such
action is: (i) Necessary or appropriate in
the public interest; (ii) for the protection
of investors; or (iii) otherwise in
furtherance of the purposes of the Act.
If the Commission takes such action, the
Commission shall institute proceedings
to determine whether the proposed rule
should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an email to rule-comments@
sec.gov. Please include File Number SR–
Phlx–2018–30 on the subject line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, 100 F Street NE,
Washington, DC 20549–1090.
All submissions should refer to File
Number SR–Phlx–2018–30. This file
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11 15
U.S.C. 78s(b)(3)(A)(iii).
CFR 240.19b–4(f)(6). In addition, Rule 19b–
4(f)(6)(iii) requires the Exchange to give the
Commission written notice of the Exchange’s intent
to file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
as designated by the Commission. The Exchange
has satisfied this requirement.
12 17
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16:58 Apr 25, 2018
Jkt 244001
number should be included on the
subject line if email is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
internet website (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for website viewing and
printing in the Commission’s Public
Reference Room, 100 F Street NE,
Washington, DC 20549, on official
business days between the hours of
10:00 a.m. and 3:00 p.m. Copies of the
filing also will be available for
inspection and copying at the principal
office of the Exchange. All comments
received will be posted without change.
Persons submitting comments are
cautioned that we do not redact or edit
personal identifying information from
comment submissions. You should
submit only information that you wish
to make available publicly. All
submissions should refer to File
Number SR–Phlx–2018–30 and should
be submitted on or before May 17, 2018.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.13
Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018–08727 Filed 4–25–18; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–83080; File No. SR–18–31]
Self-Regulatory Organizations; Nasdaq
PHLX LLC; Notice of Filing and
Immediate Effectiveness of Proposed
Rule Change To Amend the
Exchange’s Pricing Schedule at
Section II To Clarify Fees Applicable
To Correcting ‘‘As/of’’ or ‘‘Reversal’’
Trades
April 20, 2018.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on April 17,
13 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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2018, Nasdaq PHLX LLC (‘‘Phlx’’ or
‘‘Exchange’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I, II, and
III, below, which Items have been
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
Exchange’s Pricing Schedule at Section
II to clarify fees applicable to correcting
‘‘as/of’’ or ‘‘reversal’’ trades, as
described below. The text of the
proposed rule change is available on the
Exchange’s website at https://
nasdaqphlx.cchwallstreet.com/, at the
principal office of the Exchange, and at
the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. The
Exchange has prepared summaries, set
forth in sections A, B, and C below, of
the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the proposed rule
change is to amend Section II of the
Exchange’s Pricing Schedule to clarify
that when the Exchange processes an
‘‘as/of’’ or ‘‘reversal’’ trade at the request
of a member to correct clearing, the new
trade will incur the ‘‘Floor’’ category of
Options Transaction Charges for the
correction, even if the underlying trade
that the Exchange is correcting was
electronic, because the Exchange must
process all corrections manually and in
accordance with procedures applicable
to Floor trades.
Pursuant to its Policy for Amended
Billing Information, which is set forth in
the introduction to the Pricing
Schedule, the Exchange entertains
written requests (with supporting
documentation) that its members submit
E:\FR\FM\26APN1.SGM
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]]>Agencies
[Federal Register Volume 83, Number 81 (Thursday, April 26, 2018)]
[Notices]
[Pages 18358-18360]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2018-08727]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-83077; File No. SR-Phlx-2018-30]
Self-Regulatory Organizations; Nasdaq PHLX LLC; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change To Incorporate by
Reference The Nasdaq Stock Market LLC's Consolidated Audit Trail Rules
Into the Rules of Nasdaq Phlx
April 20, 2018.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that
on April 10, 2018, Nasdaq PHLX LLC (``Phlx'' or
[[Page 18359]]
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been prepared by the Exchange. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to incorporate by reference The Nasdaq Stock
Market LLC's (``Nasdaq'') rule at General 7, entitled ``Consolidated
Audit Trail Compliance'' into Phlx's General 7.
The text of the proposed rule change is available on the Exchange's
website at https://nasdaqphlx.cchwallstreet.com/, at the principal
office of the Exchange, and at the Commission's Public Reference Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of and basis for the proposed rule change and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The Exchange proposes to incorporate by reference Nasdaq's rule at
General 7, entitled ``Consolidated Audit Trail Compliance'' into Phlx's
General 7. The rule sets are identical.\3\ Phlx proposes to remove the
current rule text from General 7 and replace that rule text with the
following text: \4\
---------------------------------------------------------------------------
\3\ See Securities Exchange Act Release Nos. 82601 (January 30,
2018), 83 FR 4949 (February 2, 2018) (SR-Phlx-2018-11); 82604
(January 30, 2018), 83 FR 5154 (February 5, 2018) (SR-NASDAQ-2018-
007); 82597 (January 30, 2018), 83 FR 4942 (February 2, 2018) (SR-
BX-2018-007); 82599 (January 30, 2017), 83 FR 4947 (February 2,
2018) (SR-ISE-2018-09); 82598 (January 30, 2018), 83 FR 4936
(February 2, 2018) (SR-GEMX-2018-02); and 82600 (January 30, 2018),
83 FR 4934 (February 2, 2018) (SR-MRX-2018-03).
\4\ Phlx shall include a hyperlink to Nasdaq's General 7 for
ease of reference.
The rules contained in The Nasdaq Stock Market LLC General 7, as
such rules may be in effect from time to time (the ``General 7
Rules''), are hereby incorporated by reference into this Nasdaq Phlx
General 7, and are thus Nasdaq Phlx Rules and thereby applicable to
Nasdaq Phlx Members. Nasdaq Phlx Members shall comply with the
General 7 Rules as though such rules were fully set forth herein.
All defined terms, including any variations thereof, contained in
the General 7 Rules shall be read to refer to the Nasdaq Phlx
related meaning of such term. Solely by way of example, and not in
limitation or in exhaustion: The defined term ``Exchange'' in the
General 7 Rules shall be read to refer to the Nasdaq Phlx Exchange;
the defined term ``Rule'' in the General 7 Rules shall be read to
---------------------------------------------------------------------------
refer to the Nasdaq Phlx Rule.
Should any rules which impact trading behavior be added to the
Consolidated Audit Trail Compliance Rules in Nasdaq General 7 in the
future, those rules shall not become subject to the incorporation by
reference and shall be placed elsewhere within Phlx's Rulebook. The
incorporations by reference of Nasdaq General 7 into Phlx's General 7
Rule are regulatory in nature.\5\ The Exchange notes that as a
condition of an exemption, which the Exchange will request and will
need to be approved by the Commission,\6\ Phlx agrees to provide
written notice to its members whenever Nasdaq proposes a change to its
General 7 Rule.\7\ Such notice will alert Phlx members to the proposed
Nasdaq rule change and give them an opportunity to comment on the
proposal. Phlx will similarly inform its members in writing when the
SEC approves any such proposed change.
---------------------------------------------------------------------------
\5\ The General 7 Rules are categories of rules that are not
trading rules. See 17 CFR 200.30-3(a)(76) (contemplating such
requests). In addition, several other SROs incorporate by reference
certain regulatory rules of another SRO and have received from the
Commission similar exemptions from Section 19(b) of the Exchange
Act. See e.g., Securities Exchange Act Release Nos. 57478 (March 12,
2008), 73 FR 14521 (March 18, 2008), 53128 (January 13, 2006), 71 FR
3550 (January 23, 2006); 49260 (February 17, 2004), 69 FR 8500
(February 24, 2004).
\6\ The Exchange will request an exemption pursuant to its
authority under Section 36 of the Exchange Act of 1934 (``Act'') and
Rule 0-12 \6\ thereunder, from the Section 19(b) rule filing
requirements to separately file a proposed rule change to amend Phlx
General 7.
\7\ Phlx will provide such notice via a posting on the same
website location where Phlx posts its own rule filings pursuant to
Rule 19b-4 within the timeframe require by such Rule. The website
posting will include a link to the location on the Nasdaq website
where the applicable proposed rule change is posted.
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Implementation
The Exchange proposes that this rule change become operative at
such time as it receives approval for an exemption from the Securities
and Exchange Commission, pursuant to its authority under Section 36 of
the Exchange Act of 1934 (``Act'') and Rule 0-12 \8\ thereunder, from
the Section 19(b) rule filing requirements to separately file a
proposed rule change to amend Phlx General 7.
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\8\ See 17 CFR 240.0-12; Exchange Act Release No. 39624
(February 5, 1998), 63 FR 8101 (February 18, 1998).
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\9\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\10\ in particular, in that it is designed to
promote just and equitable principles of trade, to remove impediments
to and perfect the mechanism of a free and open market and a national
market system, and, in general to protect investors and the public
interest, by consolidating its rules into a single rule set. The
Exchange intends to also file similar proposed rule changes for the
Nasdaq PHLX LLC; Nasdaq GEMX, LLC; Nasdaq ISE, LLC; and Nasdaq MRX, LLC
markets so that the General 7 Rules which govern Consolidated Audit
Trail Compliance are conformed.
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\9\ 15 U.S.C. 78f(b).
\10\ 15 U.S.C. 78f(b)(5).
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Incorporating by reference the Nasdaq General 7 Rules into the Phlx
General 7 Rules will provide an easy reference for Members seeking to
comply with Consolidated Audit Trail on multiple markets. As noted, the
Exchange intends to file similar proposed rule changes for other
affiliated markets so that Nasdaq General 7 is the source document for
all Nasdaq Consolidated Audit Trail rules. The Exchange notes that the
current rule is not changing and Phlx members will be required to
continue to comply with the General 7 Rules as though such rules are
fully set forth in Phlx's Rulebook. The Exchange desires to conform its
rules and locate those rules within the same location in each Rulebook
to provide Members the ability to quickly locate rules.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act. The Exchange believes that this
rule change does not impose an undue burden on competition because Phlx
is merely incorporating by reference the rules of Nasdaq's General 7
into its own Rulebook. The current General 7 is not being amended and
therefore no Member is impacted.
[[Page 18360]]
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
No written comments were either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A)(iii) of the Act \11\ and
subparagraph (f)(6) of Rule 19b-4 thereunder.\12\
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\11\ 15 U.S.C. 78s(b)(3)(A)(iii).
\12\ 17 CFR 240.19b-4(f)(6). In addition, Rule 19b-4(f)(6)(iii)
requires the Exchange to give the Commission written notice of the
Exchange's intent to file the proposed rule change, along with a
brief description and text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission. The
Exchange has satisfied this requirement.
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At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is: (i)
Necessary or appropriate in the public interest; (ii) for the
protection of investors; or (iii) otherwise in furtherance of the
purposes of the Act. If the Commission takes such action, the
Commission shall institute proceedings to determine whether the
proposed rule should be approved or disapproved.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's internet comment form (https://www.sec.gov/rules/sro.shtml); or
Send an email to [email protected]. Please include
File Number SR-Phlx-2018-30 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-Phlx-2018-30. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (https://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549, on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-Phlx-2018-30 and should be submitted on
or before May 17, 2018.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\13\
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\13\ 17 CFR 200.30-3(a)(12).
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Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2018-08727 Filed 4-25-18; 8:45 am]
BILLING CODE 8011-01-P
